SCHWAB CHARLES CORP SCHW

election_required = True...first, from all holders of “odd lots” of less than 100 shares who: Ø tender all of their shares at prices at or below the purchase price selected by us (tenders of fewer than all of the shares owned by such holder will not qualify for this preference); and Ø complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery; vi Summary term sheet Ø second, subject to the conditional tender provisions described in Section 6, from all other stockholders who tender shares at prices at or below the purchase price selected by us, on a pro rata basis with appropriate adjustments to avoid purchases of fracti...

expiry = 2007-07-31...Charles Schwab Corporation of Up to 84 million Shares of its Common Stock at a Purchase Price Not Greater Than $22.50 nor Less Than $19.50 Per Share. The Offer, Proration Period and Withdrawal Rights Will Expire at 12:00 Midnight, Eastern Time, on Tuesday, July 31, 2007 Unless The Offer is Extended. The Charles Schwab Corporation, a Delaware corporation (the “Company”, “we”, or “us”), is offering to purchase up to 84 million shares of its common stock, $0.01 par value per share (the “Common Stock”), at a...

listed = True...om time to time prior to the Expiration Time. Any determination by us concerning the events described above will be final and binding on all parties, subject to a court of law having jurisdiction regarding such matters. 8. PRICE RANGE OF THE SHARES The shares are traded on the NASDAQ Global Select Market under the symbol “SCHW.” The following table sets forth, for each of the periods indicated, the high and low sales prices per share as reported by NASDAQ based on published financial sources. High Low Year Ended December 31, 2005: First Quarter $ 11.66 $ 10.01 Second Quarter $ 11.83 $ 9.87 Third Quarter $ 14.50 $ 11.33 Fourth Quarter $ 16.00 $ 13...

mechanism = DUTCH...approximately 25 million shares), without amending or extending the Offer, subject to certain limitations and legal requirements. See Section 1. WHAT WILL BE THE PURCHASE PRICE FOR THE SHARES? We are conducting the Offer through a procedure commonly called a modified “Dutch Auction.” This procedure allows you to select the price per share (in $0.10 increments), within a price range specified by us, at which you are willing to sell your shares. The price range for the Offer is $19.50 to $22.50 per share. After the Offer expires, we will select the lowest purchase price within the price range specified above that wil...

must_tender_all = True...red shares at prices at or below the purchase price selected by us (and the condition was not initially satisfied) by random lot, to the extent feasible. To be eligible for purchase by random lot, stockholders whose shares are conditionally tendered must have tendered all of their shares. Because of the “odd lot” priority, proration and conditional tender provisions described above, we may not purchase all of the shares that you tender even if you tender them at prices at or below the purchase price selected by us. In addition, if a tender is conditioned upon the purchase of a specified number of shares, it is possible t...

price = USD 19.5-22.5...ch Auction.” This procedure allows you to select the price per share (in $0.10 increments), within a price range specified by us, at which you are willing to sell your shares. The price range for the Offer is $19.50 to $22.50 per share. After the Offer expires, we will select the lowest purchase price within the price range specified above that will allow us to buy 84 million shares or such lesser number of shares as are properly tendered an...

threshold = 100...at are properly tendered and not properly withdrawn. If more than 84 million shares are properly tendered and not properly withdrawn, we will purchase all shares tendered at prices at or below the purchase price selected by us on a pro rata basis, except for “odd lots” (lots held by owners of fewer than 100 shares), which we will purchase on a priority basis, and except for each conditional tender whose condition was not met (except as described in Section 6). The Offer is not conditioned on any minimum number of shares being tendered, but is subject to certain conditions. See Section 7. We also expressly reserve the right to purchase additional s...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 dex99a1a.htm OFFER TO PURCHASE DATED JULY 3, 2007 Offer to Purchase dated July 3, 2007 Exhibit (a)(1)(A) THE CHARLES SCHWAB CORPORATION Offer to Purchase for Cash by The Charles Schwab Corporation of Up to 84 million Shares of its Common Stock at a Purchase Price Not Greater Than $22.50 nor Less Than $19.50 Per Share. The Offer, Proration Period and Withdrawal Rights...